The annual meeting of Cel-Sci's shareholders was held on May 18, 2012. At the meeting the following persons were elected as directors for the upcoming year:

                Name                  Votes For       Votes Withheld
                ----                  ---------       --------------

            Maximillian de Clara    40,711,166           13,364,662
            Geert R. Kersten        43,034,150           11,041,678
            Alexander Esterhazy     43,461,259           10,614,569
            C. Richard Kinsolving   43,321,927           10,753,901
            Peter R. Young          43,469,014           10,606,804

At the meeting the following proposals were ratified by the shareholders.

(1) to approve the adoption of CEL-SCI's 2012 Incentive Stock Option Plan which provides that up to 2,000,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Incentive Stock Option Plan;

(2) to approve the adoption of CEL-SCI's 2012 Non-Qualified Stock Option Plan which provides that up to 2,000,000 shares of common stock may be issued upon the exercise of options granted pursuant to the Non-Qualified Stock Option Plan;

(3) to approve the adoption of CEL-SCI's 2012 Stock Bonus Plan which provides that up to 2,000,000 shares of common stock may be issued to persons granted stock bonuses pursuant to the Stock Bonus Plan;

(4) to approve an amendment to CEL-SCI's Stock Compensation Plan to provide for the issuance of up to 2,000,000 additional restricted shares of common stock to CEL-SCI's directors, officers, employees and consultants for services provided to the Company;

(5) to approve an amendment to CEL-SCI's Articles of Incorporation such that CEL-SCI would be authorized to issue up to 600,000,000 shares of common stock; and

(6) to ratify the appointment of BDO USA, LLP as CEL-SCI's independent registered public accounting firm for the fiscal year ending September 30, 2012;

The following is a tabulation of votes cast with respect to these proposals:

                                Votes
                   -----------------------------                Broker
    Proposal       For        Against    Abstain               Non-Votes
    --------       ---        -------    -------               ---------

      1.        34,334,889    17,870,888  1,870,051           144,600,620
      2.        33,247,537    18,884,175  1,944,116           144,600,620
      3.        33,228,273    18,723,305  2,124,250           144,600,620
      4.        33,925,060    19,503,873    646,895           144,600,620
      5.       132,422,994    64,026,281  2,025,860               201,313
      6.       182,961,813    12,820,921  2,893,714                    0